The Breast of Intentions
by memorizingthedigitsofpi
Summary: When Jemma freaks out about a lump on her breast, she asks her best friend to give her a breast exam. (story 1 of 2, imported from AO3, updating daily)
1. Chapter 1

"Fitz!" Jemma called through the wall between their bunks. "Can you help me with something, please?"

"Sure, Simmons," he replied, still reading a schematic on his tablet has he entered her room. "What do y-AAAH!" he cried out as he looked up from his tablet and immediately turned around. "I'm sorry!" he shouted, face beet red, as he left the room again and pulled the door closed behind him. "I thought you meant _now_." He rubbed one hand over his eyes, trying to un-see what he'd just gotten a glimpse of. "I'll let you… you should… I didn't…"

"I _did_ mean now, Fitz," Jemma said, calmly ignoring her friend's overreaction. "Come back in, please."

"But," Fitz stood there for a moment completely nonplussed. "You're _naked_!"

"Oh Fitz," her eye-roll was completely audible in her tone. "I'm not _naked_ ," she continued. "I've just not got a top on."

"Or a…" Fitz gulped and tried once again not to remember what he'd just seen, "…bra."

"I know," Jemma said matter-of-factly. "Now will you come in here and help me like you said you would?"

"Do you need help _finding_ your bra?" Fitz asked desperately. "Because I can go get Skye or…" He was just pointing off down the corridor when the bunk door opened behind him and Jemma's hand grabbed his shoulder. With a swift yank, he was inside her room. "Simmons!" he shouted, squeezing his eyes shut.

"Stop being silly, Fitz," Jemma said with a certain amount of familiar frustration. "They're _breasts_! Not Medusa's face! It won't turn you to stone to look at them!"

Fitz's face got amazingly even redder than it already was as he realized the unintended double entendre in her reference. "Yes but," he licked his lips trying desperately to think of what he could say in response. "I mean…" This would be easier if they hadn't been so pretty. Not that he'd seen anything, of course! " _Why_ do you need me to look at them?" he asked, his voice getting increasingly higher in pitch as the words came out of his mouth.

"Because I was just doing my monthly self-exam," Simmons explained. "And I think I might have found a lump." She said it quickly, knowing that it was probably nothing but still having that uneasy feeling in the pit of her stomach. It was the same feeling she got when her period was late, even when she hadn't had sex recently.

"What?" he asked, immediately concerned. He opened his eyes to look at her face. She looked as calm as ever, but that didn't mean that she really was.

"That's why I need your help," she explained, smiling brightly at him. "I need you to do a clinical breast exam for me."

Fitz's brows came together in his usual _Simmons-are-you-crazy?_ look. " _What_?" he asked again, and this time his voice was filled with incredulity instead of concern.

"Just the visual assessment and the palpations," Jemma reassured him. "And if you don't find anything irregular, then I'll just get checked at my next physical."

"Visual-" Fitz's eyes dropped down momentarily before he closed them tight again. " _Palpations_?" He ran a hand through his hair and blew out a frustrated breath.

"Yes, that means that you-"

"I _know_ what it _means_ , Simmons!" He turned away from her and stared at the door of her bunk. "And don't you think that's something you should ask someone _else_ to do?" Honestly. Did he really have to explain this to her? "Like maybe May? Or Skye?" Or someone else not him?

"They'll be training for at least another three hours, and I'd like to know as soon as possible whether or not I should book an appointment with a specialist." She already had the name and number of the doctor she would call, and she would of course book time off work for her appointments. She didn't want to have to leave SHIELD, but…. She shook her head and forced herself to calm down. First, get confirmation of a lump. Then worry about what to do next.

"Is three hours really that-"

"Fitz! This is my _health_ we're talking about!"

"Yes, but-"

" _And_ you're a scientist!"

"An _engineer_!"

" _And_ my best friend!"

"Best _male_ friend!"

"Best _any kind of_ friend!" Touching his shoulder more gently than when she'd pulled him into her room, she turned him around to face her. "Fitz, please?" she asked, cupping his cheek and giving him the puppy dog eyes. "For me?"

His shoulders slumped slightly and his mouth quirked into a resigned smile. She knew just how to get him to come around. "Fine," he sighed, opening his eyes for the express purpose of rolling them at her. "What do you want me to do?"

"Thank you, Fitz!" she grinned jubilantly, pinching the cheek she had formerly cradled. "Now, first I need you to do the visual assessment."

"Right," Fitz nodded, swallowing hard, eyes aimed at the ceiling. "The…" He took a deep breath, but didn't remove his gaze from the plaster surface, "Visual…"

"Um, Fitz?" Jemma asked, laughing softly.

"Yes?" he asked in return, voice going all high again.

"They're down here," she instructed him, taking his face between her two hands and tilting it down to her chest.

Fitz finally looked directly at her breasts and immediately felt his brain go numb. They were gorgeous. Soft and round and paler even than her face was, with brownish-pink tips that had puckered and crinkled in the cool air. He stopped breathing for a moment as he stared at them, memorizing every curve and freckle. Then, he shook himself out of his trance and blinked, clearing his throat awkwardly.

"So they are," he observed. He cleared his throat again. "Um, what do I…? I mean, do I…? Do you want me to…?" He rubbed the back of his neck as his blush came back full force. "Tell me what to do?" he asked, desperately. He was completely out of his depth and in definite need of some professional guidance here.

Simmons nodded brusquely and put on her serious face. If there was one thing she was good at, it was telling Fitz what to do. "First, I need you to look at both of my breasts carefully and note any differences in size or shape between them." She turned to her bed and picked up a clipboard and a pen that she passed to him.

Fitz looked from one of her breasts to the other and back before nodding. "They look good to me," he said, lifting the pen to make a note. Before he did, though, his eyes darted up to her face. "I mean-" he started, guilt written all over his expression.

"Not like that," Simmons told him, ignoring his awkwardness completely. "Here," she motioned for him to sit on her bed. "You sit down and I'll stand in front of you."

Fitz sat hesitantly on the very edge of the side of her bed.

"Oh, sit down properly," Jemma said, her patience slipping as she pushed him more firmly onto her mattress. "There." She stood back up and now her nipples were at eye level to him.

Fitz's eyes widened considerably as they took in the naked breasts now mere inches from his face. "Um," he started, unsure of what to say next. He clutched the clipboard in his lap like a shield. It was the only familiar thing in this very strange situation.

"Now I'm going to raise my arms up, and I want you to look at the way my breasts are hanging and note down any differences, alright?" Jemma asked, lifting her hands to reach up to the ceiling.

Fitz's mouth dropped open as her back arched, doing wonderful things to the shape of her breasts. He hadn't realized they did that. He was once again mesmerized by the way they jutted out from her chest, and he couldn't help wondering if it were painful for her nipples to be hard like that.

"Fitz?" Jemma asked, looking down at him as he stared at her. For the first time in a long time, she couldn't read his expression. "Any abnormalities?"

He made himself blink several times. "Um, just checking?" he said uncertainly as he tilted his head this way and that to look at them from every angle. This didn't seem like a very precise… "Oh wait!" he said, his face lighting up with an idea. "I'll be right back!" He got up from her bed and jogged out of the room.

"What are you-?" Jemma asked, but she wasn't even able to finish her question before he'd returned.

He closed the door behind himself again and returned to his seat on the bed before holding up the item he'd just gone to retrieve. "Calliper!" he said with pride.

Jemma couldn't help but laugh, both at the idea and at his face. "I can't say I've ever seen _that_ in a diagnostic manual," she said, "But I don't see why we can't try it out." She raised her arms above her head again. "But," she bit her lip and raised her eyebrows slightly as she requested, "Could you warm it up a bit? It's just rather cold in here is all." She cleared her throat and tried not to blush. "Without a shirt on," she clarified. It was starting to occur to her that they were alone in her room in what would be a very compromising position if someone walked in on them.

"So I see," Fitz agreed, looking at her nipples. His eyes shot back to meet hers again as his face reddened once more. "I mean-"

"You're quite right," Jemma said stoically, swallowing her momentary embarrassment. "It's the body's natural reaction to being cool." And had nothing to do with her best friend staring at her naked breasts the way he stared at new tech in the lab. She shivered slightly.

"I'll try to be quick," Fitz reassured her. "And then we'll warm you back up again," he smiled. His smile froze as he heard what that might sound like to her. "With tea!" he quickly specified. "And jumpers!" He took his cardigan off and held it out to her. "Here!"

She took the woollen sweater from him and hugged it for a moment, enjoying the warmth against her skin. "Thank you," she said smiling down at him. "But can you put it back on for now?" When his brows wrinkled in confusion, she explained. "You'll keep it warmer that way… body heat."

"Oh right," Fitz agreed, shrugging it back on. It felt sort of odd, though, to be wearing so many layers when Simmons was standing in front of him half-naked and shivering. Distinctly un-gentlemanly. "Um, so… should I?" He lifted the digital ruler and gestured towards her chest.

"I suppose so?" Jemma shrugged.

Fitz gurgled slightly as her breasts jiggled on her chest. Did they usually do that when she shrugged? He'd have to pay attention in future.

"Are you alright?" she asked him as she raised her arms above her head one more time. She arched her back further this time as it protested being returned to this unaccustomed position. She twisted slightly to the left and right to relieve some of the pressure on her spine.

"Mmhmm," he replied weakly. He swallowed as he watched her breasts sway back and forth in front of him. Coughing slightly, he tried to adjust the calliper, but his fingers wouldn't cooperate. He had to try three times to get it set, and by that time Simmons was bouncing lightly on the balls of her feet in impatience. The way her breasts moved up and down on her chest with each bounce was a whole new education in fluid dynamics. "Can you, um…" He cleared his throat, desperately trying to get his voice back under control as it visited the higher registers again. "Can you stop bouncing for a minute?" He gestured with the calliper once more. "I won't be able to get an accurate reading," he said apologetically.

"Oh! Of course!" Jemma apologized, grabbing the back of her neck in embarrassment before realizing that that would also make measurement impossible. "Sorry! Sorry!" she apologized again, waving her hands anxiously for a moment. "Let me just," she lifted her arms once more, stretching towards the ceiling like a cat. "There!"

"Thanks," Fitz whispered hoarsely as he slid forward towards the edge of her bed again. He brought the calliper up to her left breast and was about to adjust it closer for the measurement when he paused. "Um, Simmons?" he asked.

"Yes, Fitz?" she asked in return. Noticing that he still wasn't measuring her, she started twisting and bouncing again. The movement was warming her up, almost as much as his stares had been, but she was definitely feeling her lack of clothing.

He pried his eyes away from her breasts to look at her face. "I'm going to… I mean, I have to…" he paused, trying to find the best way to say it.

She lowered her arms to shake some feeling back into them. "Spit it out, Fitz," she laughed.

Fitz blushed and stared at the digital readout on his calliper instead of looking at what the shaking was doing to her chest. "I'm going to have to touch you in order to take the measurement," he mumbled.

"And?" she asked, frowning at him in confusion.

Fitz's eyes popped back up to meet hers. "You don't _mind_?" he asked, surprised.

Now it was Jemma's turn to give him her _Fitz-are-you-an-idiot?_ look. "Why would I mind?" she asked. "You're going to be palpating them in a few minutes, anyway." She shrugged again.

His eyes immediately dropped down to watch the effects of her shrug again. How had he not noticed that before, in all these years? "Right," he said, determination on his face. "Palpating. Of course." He stuck his tongue between his lips in concentration and gestured for her to put her arms up again. "Right after I get these measurements."

"Exactly," Jemma confirmed, staring above his head as the cool metal touched her skin. She couldn't help shivering as he adjusted it around her breast, and she felt her nipple get harder as a result.

Fitz swallowed quickly as he watched between his fingers as her nipple tightened. He was immediately glad that his calliper was digital because there was _no way_ he'd be able to read the measurement otherwise. He quickly made a note on the clipboard in his lap. "And now the other one," he warned her, moving to her right breast.

Jemma gasped this time as she felt the tool against her skin. It really was quite cold, especially compared to how warm Fitz's hands were as they carefully adjusted it around the softness of her breast. Her shiver this time was more of a shudder, and she hoped that didn't throw his measurements off. "How does it look?" she asked, wondering if there was a significant difference in size.

"Fantastic," Fitz whispered, leaning in towards her chest before catching himself and pulling back sharply. He blinked a few times and cleared his throat before showing her the readout on the calliper. "Hardly any difference in size at all," he said, adding to his notes.

"Well, that's one bit of relief then," Jemma sighed, finally allowing her arms to drop down again. "Actually, make that two," she grinned, windmilling her arms for a moment to get some feeling back in them. "Who knew lifting your arms up could be that hard?" she joked.

Fitz laughed awkwardly, shifting the clipboard slightly in his lap. "Who knew?" he repeated lamely, rubbing the back of his neck again. "So, um, palpation?" he asked, and his voice crackled slightly on the second syllable.

"Just a bit more on the visual assessment first," Simmons corrected him. "I need you to check for some other abnormalities."

"Okay?" Fitz asked, not sure what that could mean.

"But you won't need the calliper anymore," she smiled. Honestly, he hadn't needed it in the first place, but she knew that tools made him feel more comfortable and it hadn't hurt at all, so…

"Right," he leaned over and placed the calliper firmly on the carpet. Sitting back upright, he clapped his hands together and looked at her expectantly. "What do I do?" he asked,and this time he felt more curious than awkward.

"I need you to look at the skin of both breasts and check for rashes, dimples, or any other inconsistencies." She ticked the criteria off on her fingers as she listed them, just like she always did. Taking a half-step forward, she placed her hands on Fitz's shoulders and waited for him to start.

Fitz gulped as she stepped between his knees, moving even closer than she had already been so that he had to move the clipboard to the bed beside him to make room for her. He swallowed once more and tried to control his breathing as he placed his hands lightly on her hips to turn her 15 degrees. Starting at her right shoulder and trying to focus solely on the task assigned to him, he moved his eyes slowly down the skin of her breast to her nipple, tilting his head this way and that to make sure he didn't miss a millimeter.

Jemma breathed quickly and deeply as she felt the warmth of Fitz's breath on her skin. It felt strange to have him look at her the way he looked at one of his inventions: carefully, thoroughly, minutely. Not a single detail was escaping his notice. No one had ever spent so much time just _looking_ at her before. She shivered again and her nipples, recently relaxed, tightened up once more.

Fitz continued to steer her with his hands on her hips, his gaze taking in everything about her breasts from their colour to their shape to the barely visible veins beneath the surface. He tried not to get distracted by counting her freckles. He tried to ignore the way she shivered every time he breathed. Once he finished scanning all the way to her left shoulder, he slid his hands tentatively up her ribs and lifted her arms up again.

Jemma bit her lip to keep herself from moaning. This was a medical exam. She had to remain professional, even if Fitz was making her feel anything but. "Do you," she cleared her throat when her voice came out hoarse and breathy. "Do you want me to lift them up again?" she asked.

Fitz nodded, a look of concentration on his face. "Please," he requested shortly, clearly preoccupied with doing a thorough job. He bit the inside of his cheek and reminded himself that breasts were just bits of skin and fat like anything else on the human body. Of course, the problem was they were particularly nice bits of skin and fat, and this wasn't just _any_ human's body.

She arched her back again as she lifted her arms, this time holding each elbow with the opposite hand and resting them on her head. She closed her eyes as Fitz reached out to lift her breasts so that he could inspect them underneath, enjoying the way his hands felt supporting them. Too soon, he released them, and she brought her arms back down.

Fitz bit his lip as he forced himself to pull his hands away, picking up the clipboard again and twisting to the side around Simmons in order to write on it. "No rashes, no dimples, no inconsistencies," he said as he wrote. He looked up at her and smiled. "Smooth as a baby's bottom," he winked.

"I'm glad to hear it," Jemma said. She swallowed hard and concentrated on breathing more slowly.

"What's next?" Fitz asked, his hands returning to her hips after he put the clipboard back down.

Jemma's hands were resting on his shoulders again, although she kind of wanted to run them through his hair. "Next," she explained, "We see if there's any fluid expressed when my nipples are squeezed." She paused for a second. "Squeezed _lightly_ ," she specified, remembering instances of radio-tuning when she was younger.

Fitz looked up at her from under his raised brows. "So you want me to squeeze your nipples?" he asked, unable to believe this was a conversation they were actually having. This whole afternoon was feeling like some sort of strange dream he'd wake up from, and he really hoped he'd stay asleep a while longer. " _Lightly_ ," he emphasized to reassure her he was listening.

"Yes," Jemma confirmed, nodding with more certainty than she felt. This had all seemed perfectly reasonable when they'd started, but breast exams weren't something she'd ever have described as sexy. At least, not before today.

"Right," Fitz said, staring once more at the breasts right in front of him. He licked his lips and glanced from one nipple to the other and back, wondering how to proceed. Finally, he looked back up at her again. "Do I do them one at a time?" he asked, "Or both together?"

A quick debate occurred in Jemma's mind as she weighed the personal and professional pros and cons. "One at a time," she said after a moment's hesitation, forcing herself to stop staring at his mouth. "So that you can check for fluid."

"Of course," Fitz said, looking at her breasts again. "Forgot that part," he whispered, licking his lips in concentration. He reached out his right hand and took her left nipple between his thumb and forefinger, looking up at her face to make sure he was doing it right.

Jemma closed her eyes as his hand neared her breast. She was breathing deeply again and trying to focus on _not_ moaning when he touched her. That would be simply too embarrassing to even consider.

Noticing that her eyes were closed, Fitz decided to get it over with and save her the embarrassment of stretching the process out forever. He squeezed his thumb and forefinger together lightly and pulled gently on her nipple. No fluid came out, but her nipple did get remarkably hard. Harder even than when he'd been using the cold calliper. He frowned, worried that his fingers were too cold, and he blew on them to warm them up.

Jemma breathed in quick and sharp when she felt the warm breath of air across her breasts. What on earth was Fitz doing? She looked down and met his eyes as he looked back up at her.

"Sorry," he apologized with a grin. "Cold hands." He pointed at her nipple in explanation.

Jemma laughed quickly in return. "Thanks for warming them up," she smiled. "I appreciate it." Now she just had to not have the same reaction again.

"For you, Simmons," he said expansively, "Anything!" Then he reached out and gently squeezed her other nipple, watching carefully for any reaction. Again, her nipples hardened but there was no sign for concern.

Jemma gasped at the sudden stimulation and hoped he would dismiss her reaction again. She blushed and asked, "Did you notice anything?"

"No fluid," Fitz said efficiently as he marked that down on the clipboard. He didn't think her pink flush was medically related, so he didn't mention that. "Did I squeeze lightly enough?" he asked. She hadn't shouted at him, but then Simmons didn't tend to show how she was feeling.

"Mmhmm," she said, smiling and raising her eyebrows in approval. To be honest, it had felt rather brilliant, and that was all kinds of problematic. "I think we're ready for palpation now," she said and then mentally cringed at how eager it sounded.

Fitz took a deep, steadying breath and shifted slightly on the bed. Things had been distinctly uncomfortable in the zipper region pretty much since he'd first walked in on her, but he'd managed to keep it together so far. He tried to think of a convenient excuse to get him out of the room quickly in case of… emergency… but he was coming up blank. "And how does that go, then?" he asked, trying to swallow his nerves. Honestly, he'd been staring at and touching her boobs for at least half an hour now. Why was he feeling so jittery?

Simmons took his hands in hers and placed them on the outside of her collar bone. "Work your way from the outside in, pressing gently along the supraclavicular area," she said, concentrating on her terminology instead of the feeling of Fitz's hands on her. "Pay close attention to any abnormalities you feel."

"How will I know if something's abnormal?" Fitz asked, moving his hands across her chest slowly. It wasn't like he'd done this before.

"That's why you're using both hands," Jemma explained. Both strong, supple hands. She closed her eyes momentarily to bring herself back on task. "So that you can compare the two sides and notice any differences."

He nodded and repeated the procedure, just to be sure that he'd done it right. "Feels the same to me," he said. "Just felt like skin and bone. No lumps there." He smiled at her, happy not to have found anything yet.

Jemma smiled back. That wasn't where she'd felt it, but it was nice to get a negative result right at the start. It felt like good luck.

"Alright," she continued. "Next we move onto the axillary lymph nodes."

"And what're they?" Fitz asked, feeling like this could be a spot of anatomy he might not find that gross.

Jemma smiled in spite of her nerves. Fitz being interested in anatomy was nothing short of a miracle. "Well, if you want to know the full range of functions, I can lend you one of my texts," she offered, chuckling at the sour look that brought to his face. "But basically, they're up under my arms and they could have lumps in them, so you need to check them out."

Fitz smirked in response. "Dumbing it down for me, are you?" he asked, not feeling the least bit insulted since they both knew that detailed medical information tended to make him want to vomit. "I appreciate that, Simmons. I really do," he continued. "I'll be sure to do the same for you the next time I'm walking you through a design schematic." Simmons, on the other hand, always wanted to know _everything_ about _everything_ and would go completely mental if he simplified something that much for her. His smirk morphed into a wide grin as he saw her face draw into a pout.

Jemma reached out to give him a light smack on the head for his troubles, but ended up collapsing on him in a fit of giggles instead. "Not fair!" she shouted, trying to wiggle away from him while still being caught in his arms and only succeeding in sliding further onto the bed. "We have a tickle truce!"

Fitz's fingers continued their movements under her arm as Simmons' fingers started attacking his ribs. "You _told_ me to touch you under your arms!" he protested in his own defense as he crouched and leaned to get away from her reach.

"Not like that, and you know it!" she argued, poking him with extra force to prove her point.

Fitz rolled over to get on his knees and suddenly realized that he was staring down at a half-naked Simmons lying on a bed with him, her hair fanned out around her head and her cheeks flushed with laughter. He stared down at her golden brown eyes and panted hard as he tried to catch his breath. His own laughter quieted down as his eyes moved to her lips.

Jemma gulped down a laugh that was bubbling up. She was lying in bed, staring up at Fitz and she couldn't quite remember how they'd gotten like this but she didn't mind at all. Her gaze wandered over his face, pausing at his eyes and his lips before moving up and looking at his hair. Biting her lip, she stopped resisting the urge and reached one hand up to touch it.

"Jemma?" Fitz asked, not really sure what was happening here but noticing that Simmons' face had gotten softer somehow and she was playing with his hair in a way that was different from when they were sat on the couch watching a film and she just wanted something to do with her hands.

"Fitz?" she asked in return, sliding her fingers through his hair and then pulling him in closer to her. She stopped with their faces a few inches apart. She desperately wanted to kiss him in that moment, but if he didn't want to…

Fitz closed his eyes and leaned down that last little bit to press his lips to hers. He'd been thinking about it for so long that he'd assumed actually doing it would be anticlimactic. He'd been wrong.

Jemma moved her mouth against his, surprised that it had happened but enjoying how it felt. His lips were soft and sweet against hers, and she smiled at the taste of chocolate on his tongue. No doubt he'd been snacking in his room before she'd called him into hers.

Fitz leaned onto his side and placed one hand on her hip, bringing her with him. As much as he wanted to push himself against her, he didn't think she'd really appreciate that. This way, though, he could keep on kissing her without having to support his full weight on his arms.

Jemma followed him eagerly when he pulled her onto her side, but then she shivered at the cold against her bare back. She broke their kiss to push Fitz's cardigan off of his shoulders.

Fitz's eyebrows rose nearly into his hairline. He couldn't believe she was undressing him already! He couldn't help feeling suspicious of this sudden change in her. First, she was calling him into her room while she was half-naked and now she was trying to take his clothes off?

"I'm cold," Simmons explained, taking in Fitz's expression and attempting to extrapolate his thoughts. "And you promised me your jumper an hour ago." She successfully maneuvered it off of his wrists and then wrapped it around herself, warming up immediately.

"Ah," Fitz said sheepishly. "So you're not trying to take my clothes off then." This was still a bit odd, but now back within reasonable parameters for weird.

"Just the sweater," Jemma confirmed. "Although, if you play your cards right…" she grinned.

"Oh yeah?" he asked, grinning right back.

"I could be convinced to give you a full physical," she winked.


	2. Chapter 2

"I could be convinced to give you a full physical," Jemma winked at him.

Fitz gulped, eyes widening at the thought. "Really?" he asked, voice climbing the registers again with hope and disbelief.

"You're scheduled for one with Dr. Kumari at the end of next month," she grinned, "But I can pull some strings and do it myself."

Fitz laughed and collapsed back on the bed. "You _evil_..." He looked over at her. "I'm _glad_ I tickled you! You deserve it for that!"

"What?" Jemma asked, innocently, curling into his side and running a finger in circles over his chest. "Did you think I meant something _else_?" she asked archly. She had to admit, she wasn't exactly opposed to the idea.

" _Noo_ ," he said sarcastically. "Not _at all_." He slipped a hand under her arm and tickled her again for good measure. "I had _no_ thoughts about 'playing doctor' with you at all," he said, and that had been true... until about an hour ago. Sure, there'd been the occasional dream, but nothing _conscious_. At least... nothing too detailed.

"Leo 'I-hate-biology-and-everything-it-includes' Fitz wanting to play doctor?" Jemma smiled, resting her chin on his shoulder. "I never thought I'd see the day." But then, that's kind of what they'd just been doing after all. And she'd be lying if she said it wasn't hot. _Really_ hot.

He wrapped a lazy arm around her shoulders and curled a strand of hair around his finger. "I don't hate _all_ biology," he muttered self-consciously.

"Oh really?" Jemma asked, "Name one part you _like_ , then." This was going to be good.

Fitz's eyes got a bit wide and he cleared his throat before pointing to where she was pressed up against him. "Well," he said hesitantly. "There's, y'know..." His fingers stopped pointing and started cupping in a gesture that made it clear what he meant before he said it. "Boobs?"

Jemma laughed and leaned up on her forearms, one on the bed and one on his chest, to give him a quick kiss on the lips. "Of course," she grinned. "How could I forget those?"

Fitz gulped as he looked up to meet her eyes and then down past her laughing smile and her elegant throat to the expanse of skin once more exposed to him between the open sides of his cardigan. As gorgeous as they'd been when they were naked in front of him, there was something unbelievably sexy about seeing them peek out from his sweater.

"I have _no_ idea," he breathed. He certainly wouldn't be able to.

He desperately hoped he wouldn't have to.

Jemma's laughter quieted down as she saw where his eyes were focused, and she felt herself start to blush again. If she'd been thinking rationally an hour ago instead of jumping to scary conclusions, she would have waited and asked May to give her a quick once over in the medlab. But no, she'd needed instant feedback on the situation and gone to the first person she always went to when she needed confirmation on a theory. And now he'd seen her _topless_. For an extended period of time. And had... _touched_ her in way she never thought he would.

And then there was the kissing.

The kissing had been very nice. She'd like more of that.

But first they really should finish what they'd started here. How they were going to manage it professionally, she really didn't know.

"Um," Jemma cleared her throat. "So..." she lifted herself a bit higher on her forearms, her breasts now just barely touching the soft cotton of his button down. She took a deep breath and heard him inhale sharply as well.

"So?" Fitz asked, his pulse thrumming in his neck as he tried valiantly to remove his eyes from where her nipples were grazing his stomach.

"I should..." she sat up, wrapping the cardigan around herself loosely for warmth, but not worrying about covering herself completely. Not only had he already seen it all, he was about to be seeing it again.

Fitz's brows came together in consternation. She wasn't _leaving_ was she? He sat up, too, turning so they were facing each other on the bed, their knees almost but not quite touching. "Yeah? he asked, holding his breath.

"I should probably," she tucked a strand of hair behind her ear and looked down before finally meeting his gaze. This was fine. This was totally fine and professional and fine. She took a deep breath and smiled. "Show you how to do the palpation properly," she continued and she saw his shoulders immediately relax. "So we can be sure you don't miss it."

Fitz was momentarily confused. What would he be missing? They were right... _Ohh_. "Yes," he said, nodding. "The lump." He shook himself mentally. You're a bad man, Leo Fitz. Your best friend is sat there wondering if she might have breast cancer and all _you_ can think about is touching her boobs. He forced himself to calm down, listing as many digits of pi as he could and looking determinedly into her eyes. "What do you need me to do?"

Jemma felt herself vibrating inside at the way Fitz was staring at her. Much more of that and... "Lie down?" she asked in a slightly shaky voice, motioning lengthwise along the bed.

Fitz closed his eyes as he lay down on his back, close in against the wall. He'd moved on to the Fibonacci sequence in his head, but things still hadn't quite settled down yet. "Have you got enough room there?" he asked, looking over to where she was kneeling on the mattress beside him. His sweater had opened up again, revealing her cleavage right down to her belly button, and he swallowed hard before firmly turning his head to stare at the ceiling.

"I think so," she replied. Strictly speaking, palpation shouldn't be done through a shirt. She wondered if... No. She probably shouldn't suggest that. Biting her lower lip, she twisted her fingers together for a moment, resisting the urge to undo his buttons. Instead, she reached out and took his hand from where it rested on his stomach.

Fitz jumped slightly in surprise when he felt her hand on his. "What-?" he asked before he could stop himself, and when he looked at her face he saw that he'd embarrassed her. "Sorry," he apologized, blushing in return. "Wasn't expecting that," he chuckled awkwardly.

She smiled back just as awkward. "I should have warned you," she apologized. "I need to put your arm up over your head." She nodded to the space above the pillow and leaned forward to place his hand there.

The movement opened one side of the cardigan and draped it around his head as her bare breast hovered just above his lips. It was only for the briefest of moments, and his sweater had acted like a curtain and blocked out some of the light in the room, but still Fitz couldn't quite contain a small moan.

His eyes widened as he heard it, and he tried to cover it up. Shifting slightly and moving his arm a little bit higher over his head, he stretched and turned the moan into one of comfort instead of desire. "I could get used to this," he joked. His smile faded as he realized what that sounded like. "Lying in bed of an afternoon," he clarified.

"Right," she smiled back. "Alright," Jemma took a deep breath, trying to get herself back to a professional mode. "So there are two things to remember when you're palpating," she told him. "First, use the pads of your fingers," she held up the three middle fingers of her right hand and rubbed along their length to demonstrate what she meant. " _Not_ the tips," she shook her finger prohibitively.

"Pads," Fitz nodded, holding up his fingers. "Got it."

"And second, make sure you cover _all_ of the breast tissue." Leaning forward again, she outlined a sort of triangle shape on Fitz's chest from his armpit to his clavicle around his pectoral. He was more solid than she'd expected. Apparently, Skye wasn't the only one who'd been training.

"Right," Fitz nodded again, taking a deep breath. How in the hell was he going to do this without having a trouser emergency?

"There are three common ways to do it," she continued, squeezing her thighs together as she knelt by his side. It was his far arm she'd lifted up because that hand had been resting on top, but now she realized that she'd be leaning over him the whole time she demonstrated. Suddenly, she wasn't sure she needed his sweater after all. The room had warmed up considerably.

Biting her lip, she traced her finger pads in each of the patterns as she described them. "You can do vertical stripes, leading from the armpit downwards," she listed. "Or concentric circles leading inwards to the top of the breast, or you can do spokes radiating out from the nipple." She looked at him expectantly.

Fitz blinked, trying to regain focus on her face. He was supposed to touch Simmons like _that_?

"Hmm?" he asked. She looked like she'd asked him something, but he had no idea what it was.

"Which one did you prefer?" she asked. She still had to demonstrate technique, and it would be easier to do so using the pattern he chose.

"Uh," Fitz's mind was a blank. "The first one?" he said, not at all sure.

"That's the one I'm used to, as well," she smiled. "Alright, so you'll start up here," she placed her fingers under his arm, pressing firmly. "And no tickling, now!" she warned him.

"I would _never_!" he winked up at her adorable pouting face.

"Mmhmm," she said with a tone that indicated her disbelief. "So, starting up here, you'll press in small circles all the way down." She demonstrated on Fitz's chest, trying to focus on the movement instead of how warm he was under her fingers. She got a bit caught up in his shirt as it bunched up around her hand and she laughed self-deprecating. "Sorry," she apologized. "You're not meant to do this through a shirt." She glanced at his face and then quickly looked back at what she was doing, leaning further forward so that her hair partially covered her face.

Fitz's eyebrows rose at that information. "Should I-" he started to bring his arm down from above his head but left it up there because she wasn't done her demonstration yet and he didn't want to ruin it. Instead, he brought his free hand up to his top button. "Did you want me to, um, t-take it off?" he asked, trying to keep his voice steady. He was having a difficult enough time as it was with just one of them half-undressed, he wasn't sure why he was volunteering to join her.

Oh, who was he kidding? He knew exactly why he was volunteering.

And it wasn't for medical reasons, that was certain.

Jemma blushed prettily and took a deep breath. She hadn't really meant to _suggest_... But since he'd _offered_... She bit her lip. It _would_ make her demonstration much more accurate. "Maybe..." she hesitated slightly, debating internally. "Maybe just for the demonstration?" she asked. "If that's okay with you!" she added in a rush. She was already trespassing quite a bit on his friendship and she didn't want to push him further than he was willing to go.

Fitz swore his heart stopped beating for a moment when she said yes. His mouth suddenly felt dry and his palms wet. "Sure," he said hoarsely, nodding quickly. At some point he was going to wake up from this dream, and he wanted to get as much out of it as he could before that happened. "Can I...?" he tilted his head towards his arm, still laying behind it on the pillow.

"Oh, yes," Jemma nodded, suddenly unsure of what to do with her hands. "Of course!" She reached out towards the buttons of his shirt and then retracted. "Did you... I mean, can I...?" She searched for the right question to ask in this situation, but etiquette was failing her. "Would you like some assistance?" she asked and then winced. She sounded like a shop clerk.

His first thought was _Definitely!_ but his second thought was how that might trigger the emergency situation he was still very much worried might occur. "I've got it," he assured her. Reaching down, he tugged his shirt out of the waistband of his jeans and then sat up.

She rocked back slightly in her kneeling position as he sat up and they ended up beside each other, their faces as close as they'd been not that long before when they'd started kissing. She found it impossible to look away when he reached up behind his head and grabbed both his shirts at once, the button-down and the t-shirt he wore beneath it, and pulled them both over his head. She couldn't help but laugh at the mess that made of his hair.

He pulled the clothing off his arms and threw it on the floor beside the bed before grinning at Jemma. "Something funny?" he asked, knowing he must look a fright, but thankful he was able to break the tension.

"Your-" She covered her mouth as she tried to stop laughing. "Your _hair_!" she said, reaching out to touch one of the bits that was sticking up at a particularly funny angle.

"What?" he asked with fake confusion. "Something wrong with it?" He brushed his hand back through it doing nothing but make it stick up even more. He grinned at her and raised his eyebrows. "Better?"

"You've made a complete hash of it," she said fondly, running her own hands through it to try to set it right. She couldn't help herself. It was just so soft and thick and felt so good beneath her fingers.

He felt his chest tighten as she played with his hair _._ He'd meant to distract them from... whatever was going on between them, but apparently that didn't work. Gripping her wrists lightly, he pulled them away from his hair. Licking his lips and taking a deep breath, he gave her a look he hoped she understood. "We should, um," he said, trying to get them back on track. "Your demonstration?"

Her smile faded and her breath hitched as Fitz looked into her eyes. She'd been looked at like that before, and she knew what it meant. Her eyes dropped down to stare at his lips, and she had to force them back up again when he spoke. "What?" she breathed, not quite able to hear over the rushing in her ears. Blinking, she watched him lie back down again, and if she'd been distracted by having him in her bed before she was doubly so now that he had his shirt off.

He lifted his arm and placed it back behind his head again. Looking up at Simmons kneeling over him with his cardigan doing a rubbish job of staying closed over her naked breasts, he wished he hadn't thrown his shirt aside. He could really do with something in his lap right now. "Like this, yeah?" he asked, making sure he was in the right position.

Jemma nodded, breathing deeply and reminding herself that she was a _medical professional_ , at least in terms of their team, and that she had a job to do. "That's perfect," she said, using her bedside-manner voice. She just had to pretend this wasn't Fitz, that was all. Nothing to it.

Fitz raised his eyebrows at the sudden appearance of her doctor voice. He couldn't stop himself from checking to make sure his intestines were still inside his body because she only used that particular voice when she was having a hard time staying calm. She must be more worried about this lump than he'd thought. He reached out a hand to stroke her arm from her shoulder to her elbow. "It's alright, Jemma," he reassured her with a smile. "We'll get you all checked out in a minute." He couldn't stop himself from wincing as he played that back in his mind.

She smiled back and focused on the task at hand. "Right," she said, determined not to let her mind wander again. "So as I was saying," she placed the pads of her fingers back under his arm. "Starting up here, you'll massage the whole area, pressing deeply to feel for any lumps under the skin." She sucked her lower lip into her mouth as she slowly worked her hands over that entire side of his chest.

For his part, Fitz decided within thirty seconds that he needed to keep his eyes closed if he was going to learn anything at all. Her movements above him were making her breasts sway and jiggle on her chest with every press and circle she made. Not only that, but when she turned to the side to get a better angle, he couldn't help noticing how the curve of her back lead into the swell of her ass.

"And then you do the same thing on the other side," Jemma concluded. She'd finished with her hand resting over the centre of his chest, and she couldn't help noticing how quickly his heart was beating. Almost as fast as hers was. Without her permission, her fingers started stroking over his chest, following the lines of his musculature. She started listing the anatomy in her head, out of habit. _Sternum, anterior rectus sheath, external oblique, abdominal head of pectoralis major..._

Fitz cleared his throat, trying to catch her attention. She'd been idly stroking him for at least a full minute now, and if she didn't stop soon...

"Your turn, then?" he asked, shifting to a seated position that caused Simmons' hand to drop to his thigh.

She squeezed it unconsciously for a moment before realizing what she was doing and pulling her hands back quickly and grabbing onto the back of her neck. "Sorry!" she apologized, blushing brightly.

He reached out one hand and lifted her chin so she'd look at him. "Hey," he smiled. "That's hardly any worse than anything else we've been doing," he teased. And it was certainly nothing in comparison to what he was about to do.

Jemma laughed nervously. It wasn't the action so much as the thought it had caused. "I know," she confessed. "I think I'm just a little... on edge," she explained.

"Of course you are," he agreed. "I would be too in your place."

She pursed her lips together to keep herself from telling him it had nothing to do with worries about her health and everything to do with... well, with everything else they'd been doing.

Poor Simmons looked a wreck. He hadn't seen her this nervous since their last year's finals at the Academy. Giving her a reassuring look, he wrapped her in a quick hug and kissed her cheek. "Now, let's get you sorted shall we?" he asked cheerfully.

Jemma blushed and her eyes went wide. She knew he couldn't read her mind, and yet...

Fitz's smile dropped off of his face to be replaced with horror as he realized what he'd just said. "I meant, get _your medical situation_ sorted," he clarified. He dragged a hand across his face and groaned. "I _swear_ I'm not trying to make every single sentence a euphemism," he promised.

Jemma had to laugh at that. Reaching out, she pulled his hand down from his face and kissed his palm. "Tell you what," she suggested. "If you stop acknowledging the double entendres, I'll pretend I don't hear them."


	3. Chapter 3

"Tell you what," she suggested. "If you stop acknowledging the double entendres, I'll pretend I don't hear them." Feeling much better about the whole thing, she shrugged his sweater off and dropped it on the floor next to his shirt. "How's that?" She held her hand out to shake on the deal.

Fitz's jaw went slack as he took in her nudity once more. " _Gorgeous,_ " he whispered. Her laughter caught his attention and he finally noticed her outstretched hand. "Sorry," he blushed, grinning self-consciously as he shook it. He risked a peek at her face, and she didn't seem to mind. She almost seemed... pleased?

"But can you blame me?" he joked, letting go of her hand and holding his out to indicate her breasts, "I mean, _really_?"

Jemma laughed even harder. She loved that he could always make her do that. "Yeah, yeah," she waved him off. "Boobs," she said with comically wide eyes, elongating the oo-sound in an attempted Scottish accent. She copied his gesture from earlier and cupped them, lifting them up higher on her chest and squeezing slightly. "I remember."

God, it was like she was offering them to him. A noise like a cross between a moan and a whimper emitted from the back of his throat, and he couldn't even feel embarrassed by it this time. "Jemma," he whispered. He didn't know what to say next because his brain had stopped functioning.

Her laugh caught in her throat at the way he said her name. He'd probably said it upwards of ten thousand times in the years they'd known each other. Sometimes in frustration, sometimes in appreciation, sometimes just to get her attention. In all of those thousands of times, though, she'd never heard this particular roughness in his voice. In all of those thousands of times, it had never made her insides shiver in a way that she knew was biologically impossible, no matter how strongly she felt it.

She let go of her breasts and they settled on her chest in a way that made Fitz's jaw clench. He curled his hands into fists at his sides to stop himself from reaching out to touch them.

Her breaths were coming fast and hard as she watched the tension in him wind up. "Fitz," she whispered back, and he wasn't the only one who was saying a familiar name in a completely new way.

He was mesmerized as her breasts rose and fell on her chest with each inhale and exhale, but it was the way she said his name that triggered an imperative. His eyes widened and his face blushed red. With a sudden surge, he moved to get off the bed. "I have to go to the bathroom!" he blurted, desperately.

"Fitz! What-?" she grabbed his wrist and tugged him back down with her. He wasn't meeting her eyes, so she tilted her head and ducked slightly to make eye contact. "Is everything okay?" she asked, concerned, reaching out and cupping his jaw with one hand.

He looked off to the side and his legs jangled as he sat on the bed. "It's fine, Jemma," he said hurriedly, pulling his face out of her grasp and still not looking at her. "I just have to..." He took a deep breath, closed his eyes for a moment, and sighed in defeat. Finally, he met her gaze with a significant one of his own. " _Go_ to the _bathroom_ ," he enunciated carefully, willing her to understand.

Jemma's brows wrinkled in confusion. "What do you-?" she followed his eyes as they traveled slowly from her face to her breasts to his lap and back to her face. "Oh," she said, brows lifting in comprehension. " _Ohh_ ," she said again, blushing and bringing a hand up to her collarbone where she'd usually have a pendant to twist. "Well, that's-"

"-back in a-"

"-unnecessary," she heard herself say, and if her heart started beating any faster she'd fear for her safety.

Fitz blinked and resettled on the mattress he'd barely started leaving again. "Did you just...?" he asked, searching her face for confirmation. She _did_ understand what he was getting at, didn't she?

Biting her lip, Jemma moved to kneel beside him where he sat. She took his hand in both of hers and, still looking into his eyes, she placed it on her breast. They both gasped at the contact and the feeling of her nipple hardening in his palm.

"Are you su-"

She closed her eyes and moved her hands to his shoulders, surging forward to kiss him again. He didn't need to ask her if she was sure. She'd never been more sure of anything before in her life.

His eyes closed as her lips met his and then it was all mouths and tongues and the heat of her in his hand. He squeezed her breast in his palm, thumb sliding back and forth across her nipple, and the whimper she made when he did it pierced him through the chest. He turned towards her and his other hand gripped her waist just above her hip. Their first kiss had been sweet and soft and tentative, but this one was hot and deep and promising much more.

She moaned against his lips, her mouth moving constantly against his and their tongues sliding against each other. She knelt higher up on her knees, one hand snaking up the back of his neck to tangle in his hair and the other curling around his shoulders, trying to bring him closer against her. She whimpered in disappointment when his hand left her breast but sighed in approval when it joined his other hand in cupping her ass.

He gripped her cheeks in his hands, pulling her around until she was straddling his lap. When she settled against him, he broke his lips from hers, panting ragged breaths against her neck. "Fuck, Jemma," he whispered as he kissed and licked from her jaw to her clavicle. His hands slid over her back, pulling her closer to him before one moved up into the curtain of her hair to pull her head aside and give him more access and the other moved up her ribs to cup her perfect breast again.

"Oh God, Fitz!" she gasped, head falling back into the support of his hand as his teeth did wonderful things to her neck. Her own hands clenched and unclenched against his shoulders as she tried to keep herself from scratching her nails down his back. When he strummed her nipple again the way he had before, she couldn't keep her fingers from burying themselves in his hair. She barely needed to push and then he was kissing his way down her collarbone.

He peppered her chest with open-mouthed kisses as he made his way downward, sucking her skin into his mouth and licking it as he released. "Your tits," he gasped between kisses, "Are so," he groaned, bringing both hands to her chest to cup both her breasts and tweak both her nipples at the same time, " _Fucking_ ," he growled, lifting his head up to kiss her deeply again, " _Perfect,_ " he moaned against her.

She moaned back, tugging on his lip with her teeth before sliding her tongue inside again. She needed to be closer to him, needed to feel him against her, needed the space between them to disappear so they could just melt together, tangled up in their kiss. She rose up on her knees again and his hands slid back to her ass. Her arms wrapped securely around his neck and she pressed herself as close to his chest as possible. She couldn't help but whimper as their mouths opened and closed over each other, their panting breaths echoing in her ears.

Hooking his thumbs through the belt loops at the back of her jeans, Fitz squeezed her ass in his hands, kneading her soft flesh with his fingers. She was tugging on his hair again and whimpering into his mouth and everything was just getting too much. The taste of her, the feel of her, the sounds she was making were all forcing more and more blood into his cock, and his jeans were so tight now that they hurt.

Jemma rubbed her hips in vain against his bare stomach, desperate to keep holding him close but just as frantic for some much-needed friction. She kissed her way along his jaw and tugged his earlobe between her teeth. "Fitz," she whispered, and her gasps caused goosebumps to appear on his flesh. "I need..." Her sentence cut off with a moan when his hands trailed hotly up her skin to her shoulders and then dragged their way slowly back down. Her head dropped backwards as her back arched and his lips kissed fire along her chest again.

He ran his hands up and down the backs of her thighs a few times before wrapping his arms around them. "Hold on tight," he warned her, and he moaned when her arms clenched around his neck again. And then he was lifting her, lifting them both, off the bed and lying her back down on the mattress.

Her nails dug into the flesh of his back as she pulled him up to settle between her thighs. Almost as soon as he was situated, she started to push down on his waistband, trying to force his jeans down over his hips. Their kisses were full of give and take, interruptions and clarifications, false starts and continuations, and she marveled at how much they flowed like their conversations. She breathed him in deep, wrapping her legs around him and pulling him so close against her she worried he might not be able to breathe. One hand moved up to grip his hair and press his mouth even harder against hers, and still it wasn't close enough.

"Off," she ordered, pushing down on his waistband again.

Fitz's hips thrust rough and hard between her thighs, seeking relief from the pressure that was twisting his gut. He cursed softly into her mouth, wishing he could will their clothes away because he didn't want to move the scant inches away from her necessary to take off his jeans. His hands couldn't seem to stop moving, rubbing their way from her thighs down her calves and then back up to her ribs and her breasts before sliding down her arms and starting the circuit again. Now that he was finally touching her, he didn't want to _stop_ touching her again.

Jemma whined in the back of her throat. She needed to feel his hands on the skin of her thighs. Needed to dig her fingers into his ass and pull him hard against her. Needed the barriers to fall away between them, for them to be as close as they could possibly get. She'd never felt this kind of hunger before. This driving compulsion to wrap herself around someone until she didn't know where he stopped and she began. This frenzied obsession with feeling every inch of his body in contact with every inch of hers. Her mouth finally broke away from his with a gasp that filled her lungs, and she didn't want to breathe out because she would be breathing out some of him.

"Fitz," she panted, her fingers tugging his hair as he kissed and sucked on her neck. "Oh, _Fitz_." Her back arched up, rubbing her nipples against his chest and eliciting a moan from both of them.

"Oh, _God_ , Jemma," he breathed against her ear, and her whole body shivered in response.

Ignoring her whimper of protest and his own desire to stay in as much contact with her as possible, Fitz raised himself up on his arms until only their hips were still pressed together. He watched her face as he thrust against her, loving the way her eyes widened with every push. He desperately wanted to see what she'd look like when there weren't any jeans in the way. Raising up even further on his knees, he met her eyes with a question in his.

Her mouth dropped open but no sound came out beyond the shaking breaths she managed to draw. Instead she nodded, licking her lips and staring at his hands.

She'd always loved to watch his nimble fingers as they sketched out a concept or pieced together components until, like magic, they became something new. She loved to see them dance across his keyboard or manipulate a hologram. She'd seen Fitz's fingers do any number of things over the years from cooking to playing piano to flipping someone off, but she'd never ever seen them do this.

He took a deep breath, trying in vain to slow his breathing, and popped the button at the top of his jeans. He was somewhat surprised to hear Jemma sigh louder than he had, and he blushed at the frank way she was staring at what he was doing. Feeling somehow both awkward and sexy, he pulled down his zipper with aching slowness. The way she was biting her lip might very well kill him.

But what a way to go.


	4. Chapter 4

Jemma watched, entranced, as Fitz dragged his zipper down so slowly it felt like she could hear the individual teeth click. Looking up to his face, she saw a shyness there that she wanted to both preserve and erase. For a moment, she remembered how he'd looked in that first chem lab at the Academy, all awkward and gangly with his hands in his pockets and his shoulders up around his ears. He didn't look like that now, and from where she was lying, he had no need to be shy. She bit her lip hard, scraping it between her teeth until it popped free and then capturing it again. Her hips moved in small circles, searching for the pressure that had felt so good and she squeezed her thighs tighter around him as he knelt between her legs.

"Do mine," she whispered when his fingers stilled and his waistband sagged open. Her hands reached out and grazed along his forearms to his wrists, and she tugged his hands towards her. "Please?" she begged and looked up into his eyes. There was something there that she couldn't quite place, a fragile need that made her heart squeeze inside her chest and her breath catch in her throat. She didn't know what it meant, but it sparked a glow in her that lit up her smile.

She had the kind of smile that was infectious and he couldn't help but return it, especially since she was guiding his hands to the button on her jeans. Leaning down, he kissed her stomach, sucking the smooth skin into his mouth and tickling it with his tongue. He loved the way it moved as the laughter burbled out of her and then rose and fell with a sigh. His scalp tingled as her fingers pushed their way into his hair again, and then he was being pulled up higher and it was his turn to sigh.

Her back arched up as his lips closed around her nipple. She'd been waiting for this for what felt like years, and it made her whole body pulse with excitement. All of her attention focused onto that one perfect spot where his mouth opened and closed around her, sucking her into him and teasing her with his tongue. When he caught her nipple between his lips and gently pulled, she panted out a curse. And when he moved over to do the same thing to her other breast, the curse was replaced with his name.

Releasing her breast with one last peck on the tip, he kissed down her stomach once more, his hands splayed out across her hips and the tips of his fingers teasing her skin with tiny strokes. Placing one last kiss just above the button on her jeans, he looked up at her along the expanse of her body and gave her a wicked grin. If you'd asked him ten years ago whether he'd ever get into Jemma Simmons' pants, he'd have laughed and called you a foolish cunt. If you'd asked him ten months ago, he'd have rolled his eyes and said something sarcastic along the lines of, "We're just _friends!'_ " If you'd asked him ten hours ago, he'd have denied ever even considering the possibility. It's funny how, sometimes, the wishes you don't even dare to make can still come true.

Her breaths were already coming in shaky bursts, but when she saw the glint in his eyes and that roguish smile, she couldn't help but shiver. His fingertips burned hot against her skin as they dipped below the waistband of her jeans and then those clever fingers twisted slightly and the button popped open. Her hands clenched tightly in the blankets underneath her and she moaned with need. His eyes were too intense for her to look at, but too mesmerizing for her to look away. They burned just as hot as his hands and made her shiver as much as his mouth.

He knelt between her legs once more and reached down to cup her ass. Sliding his hands under her thighs, he gripped them tight and then pulled them up, arching her back and resting her on his bent knees. His left hand curled around her hip as his right hand moved to her zipper and grasped the tab between his thumb and the side of his index finger. Watching her face carefully, he dragged the zipper down, down, down, the backs of his fingers rubbing against her all the way. When he finally finished, he pressed his whole hand against her and moaned when she pushed her hips back against it.

Panting and desperate and needing him close again, she clawed at his arms to bring him back down. Her mewls of want turned into a gasp of surprise when, instead of leaning down to press into her again, he pulled her up once more. The way he had her balanced on his thighs pulled her right up against his hard cock as she sat up, and they both groaned at the contact, hips thrusting against each other.

She attacked his mouth with hers again, breathing him in and swallowing his moans. Their kiss was deep and messy and never stopped moving, each one trying to taste as much of the other as possible. She clutched at his shoulders, his back, his hair, and his hips doing everything she could to pull him nearer. His hands moved constantly from her hair to her shoulders, down her back to her ass, and they squeezed her against him until neither of them could breathe.

Her hips moved in a rhythm she couldn't control, and the combination of feeling his hard cock against her and the seam of her jeans pressing in just the right spot had her moments away from losing it entirely.

"Fitz," she panted, and her gasps had him clenching his jaw and fighting for control. His arms flexed tight around her and then he was pushing her back to the bed again.

The weight of him on top of her was _almost_ what she wanted. She was _so close_. "I need," she whispered in a voice filled with desperation, and she clutched at his back and his neck and his shoulders as her legs wrapped around his waist. "I _need_..."

" _Fuck,_ Jemma," he breathed in her ear and his voice was just as urgent. His hips pistoned against hers and he buried his face in her neck, eyes squeezed shut as he tried in vain to hold on.

Her moans turned into gasps and her gasps turned into whimpers and her whimpers were cut off as her lungs forgot how to breathe. She clutched at him as her arms and legs contracted, her nails digging into the skin at the back of his neck as her thighs crushed his hips between them. Her eyes squeezed shut so tight she saw starbursts and she pulled his mouth down hard on hers to muffle the scream she wanted to shout at the top of her voice.

His hips stuttered against hers as the sensations took over him. The sweat-slick press of their bodies, the feel of her muscles taught around him, the sound she was making dulled by seal of his lips. He'd been riding the wave since he walked into her room and now he felt it pull him under as her kisses kept him afloat.

Finally, after a moment that passed as quickly as summer storm and as slowly as an ice age, they collapsed, a tangle of arms and legs and sheets. Their laboured breathing was the only sound to be heard.

Gradually lifting himself up from where he lay on top of her, Fitz stared down at her. He wanted to memorize this moment so he would never forget it. He started at her pillow, slightly askew and with her syrup-coloured hair spread out on its cotton pillowcase. He took in the sheets and how they'd swirled and wrinkled on the mattress and the way the blanket was sliding off the bed. Her head was tilted back to look up at him, and her eyelids fluttered with every deep breath she took. Her cheeks were flushed bright pink like she'd just come in from the cold, and her lips were red and full and oh so kissable. He watched her throat as she swallowed, followed its curve to the dip in her collarbone, and then her shoulders. Her breasts he didn't think he'd ever forget, and in this moment they were so perfect they were almost painful to look at. The rise and fall of them as she breathed was hypnotizing. The shape of them designed to fit into his palms. The nipples so hard he wanted to kiss them, lick them, suck on them for approximately the rest of his life. And below that, the pale skin of her stomach dotted here and there with freckles. He wanted to find and kiss each one of them, map them out and discover her constellations.

Jemma moaned in protest when he moved from on top of her and shivered as the sweat cooled on her chest. Reaching out, she wanted to pull him back down, but the way he was studying her made her pause. She was used to Fitz trying to puzzle her out. He'd been doing it since before they'd officially met, and she supposed he'd be doing it until the day they died. She did it herself, she had to admit, but while he worked best by way of laser-like focus, she preferred a more holistic approach that allowed for a balancing of variables, a weighing of options, a consideration of all sides of an issue. She looked up at him as he looked down at her and realized that this was the bit that she'd never figured out. She'd been missing this piece of them the whole damn time.

"So," he said finally, and he had to clear his throat to clear the roughness from his voice.

"So," she agreed, and she couldn't believe how _normal_ she sounded.

"I'm not sure-"

"-tiquette, but-"

"- _say_ after you-"

"-best friend, and-"

"-don't expect-"

"-do it again."

Fitz paused before he could even form his next word. "What?" he asked, in need of clarification.

"Well, I don't know about you," Jemma replied matter-of-factly. "But that was the best sex _I've_ ever had." She grinned up at his stunned expression. "And you haven't even got my jeans off yet."

He blushed and shifted uncomfortably in his own rather messy jeans. "Nor mine," he said wryly.

"So I think it would be a shame if we _didn't_ do it again."

"But what about fraternization...?" he asked, not giving two shits about it, but feeling like Simmons would appreciate his nod to the rules.

"First of all, we're both level 5 agents," she began.

"So?"

"So _this_ ," she waved between them, "doesn't compromise the chain of command. Secondly, it doesn't result in partiality," she continued, counting on her fingers.

"Hah! Speak for yourself!" He couldn't believe he was actually enjoying a lecture on regulations. Of course, if she'd been topless during Vaughn's lectures back at the Academy, he probably would have loved those too.

"And _third,"_ she said, rolling her eyes good-naturedly, "It won't undermine good order or morale." She leaned up and gave him a quick kiss. "It's fine."

He squinted at her. "You're sure?" he asked, still not convinced.

"This isn't the first time I've thought about it," she said, looking him in the eyes.

He was so flabbergasted by that all he was able to get out was another eloquent, "What?"

"I like to be well-prepared," she said primly. Reaching into her nightstand she pulled out a foil packet. "See?"

Fitz nodded. "One of my favourite things about you," he said enthusiastically. "Always prepared."

\- [one week later]-

Fitz paced impatiently outside of the door, his hands jangling by his sides and his face radiating worry. He didn't see why he couldn't be in there _with_ her. Just to, y'know, make sure things were done right.

Another five minutes passed and he was rubbing the back of his neck so hard the skin was red and then finally, _finally_ the door opened and she came back out.

"Well?" he asked explosively.

Jemma smiled and reached out to grab his arm and lower it. "I'm fine," she said, and the tone she used made it sound like it was silly for him to be concerned. As if she hadn't been worried herself before they'd arrived.

Fitz looked behind her at Dr. Kumari, glaring with distrust. "And did he-"

" _No_ ," she said, nipping that idea in the bud. "I _told_ you that was... medically inaccurate," she blushed.

"Yeah, but..."

Leaning up on her tiptoes, she kissed his cheek. " _But_ if you stop protesting and get us back to your bunk, I'll let you do it again."

For a split second he looked as if he wanted to argue further, but then he grabbed her hand firmly in his and stalked them both out of the office. They had some preventive medicine to do.

 **A/N:** This is the end of the first fic, but I wrote a sequel that I'll be posting starting tomorrow. I hope you liked it, and thanks for reading :D


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